


Reign of the Nightmare King

by DragonShadow



Category: Powerpuff Girls, The Nightmare Before Christmas (1993)
Genre: Action, Adventure, Crossover, Thriller
Language: English
Status: Completed
Published: 2017-01-26
Updated: 2017-01-26
Packaged: 2018-09-19 23:29:00
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 2
Words: 13,766
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/9465401
Author URL: https://archiveofourown.org/users/DragonShadow/pseuds/DragonShadow
Summary: Everyone is gearing up for this year's Halloween, especially the denizens of Halloween Town under the leadership of Jack Skellington. But when an old, exiled enemy returns to claim the throne of Halloween Town, Jack will probably need some help to reclaim his throne and save Halloween from becoming a night of danger rather than simply one of fright.





	1. Chapter 1

The full moon shone down on a dark and gray town. An outside observer might get the impression that it was a dark, twisted town where only the damned roamed the streets. They would be wrong. Creatures moved through the streets in a hurry, each tending to their assigned task for the celebration that was scheduled to happen just that night. It was already October 31st, and they still had much to do before nightfall came.

"Hurry up people, we don't have much time left!" A seven foot, skeletal figure moved through the crowd of ghouls, witches and vampires. "Looking good there. You need a little more slime over here. Who took your face?" He did what he could to help everyone prepare.

"Jack!" A smaller figure pushed her way through the crowd toward her. Her body was stitched together like a cloth doll. Her eyes were gentle however, and her red hair ran halfway down her stitched up back. "Jack, we're missing pumpkins from the cemetery."

Jack whirled and looked down at her in dismay. "Sally, I checked just last night, and we had thirty." She was two feet shorter than him, and his limbs were long enough to wrap around her twice if they didn't have any joints, but they had been husband and wife for the last two years.

"I checked again just now and we're down by fifteen." Sally looked around worriedly. "We don't have enough for the big finale you had planned this year." Jack tapped his skull with one hand and looked around as though trying to spot the rogue pumpkins amid the crowd.

"They have to be around here somewhere." He moved through the crowd like a ghost without touching anybody. His thin body fit through even the tiniest holes between the working people. Sally followed behind him more obtrusively, trying just to keep up with him.

Sally looked around the crowd behind her husband, finally spotting a pumpkin sitting up against the wall of one of the buildings around the town square. "Jack, I found one." Sally moved toward it. As she neared she noticed a little figure in a red suit rushing away from her into the crowd. "Did you see something?"

"See what?" Jack asked as he caught up with her.

"Nothing, I suppose..." Sally shook her head as she reached the pumpkin and knelt down beside it. "I wonder how it got here..." She picked it up to examine it thoroughly.

"Maybe someone got the wrong plan for this year." Jack put one hand on his chin and stood up straight to look around. Sally stared at the pumpkin, watching its eyes light up as bright as day. Some kind of energy was building up inside.

"Jack, something's happening..." Sally stood up, holding the pumpkin at arms length. Jack looked over her shoulder curiously, seeing the pumpkin beginning to glow even brighter.

Suddenly the pumpkin detonated in a flash of fire and smoke. The force blew Sally's body apart, blowing leaves over the startled crowd. Her head slammed into Jack's chest with enough force to send him toppling to the ground. "Sally! Are you okay!?" He lifted her head off of his chest with one hand, stroking her cheek with the other.

"I'm dizzy... what happened?" Sally rolled her eyes as her head lolled back and forth in his hand. Jack didn't have time to answer before another explosion rocked the center of Halloween Town. The Pumpkin King lurched to his feet as monsters erupted into screams all around him, dashing for cover in every direction imaginable.

"Nobody panic! Remain calm!" Jack shouted over the roar of the crowd. Flames were licking at the sides of the buildings, climbing up toward the rooftops where the bats took flight. The trees gave screams of fear as they were ignited, and the skeletons hanging from them clattered loudly and shouted warnings to passers-by.

The mayor climbed up on top of his vehicle, grabbing his bullhorn and putting it to his pale white face. "Everybody move in an orderly fashion out of toooowwwwAAAAAHHHH!" He shouted in surprise when his vehicle was turned on its side by a pack of fleeing werewolves.

"Look out Jack!" Sally's head exclaimed. Jack looked in time to see a large creature with an axe in its head lumbering toward him. He dodged out of the way just in time, slithering through the crowd like a snake. "We have to get out of here!" She shouted. Her voice was slightly muffled by Jack's palm since he was still carrying her head clutched in one bony hand.

"Everyone, head for the exits and get to the river! We have to get this fire under control!" Jack shouted as he ran for the cemetery gate. He grabbed it and flung it open, but he stopped dead in his tracks when he heard an eerily familiar, flutelike voice behind him.

"Don't bother coming back Jack." The voice taunted him. He turned around slowly, clutching his wife's head in his hand. A demonic figure stood on top of his home, grinning down at him triumphantly. "Because you... are... BANISHED!" The figure's voice dropped to a demonic growl as something exploded in front of the Pumpkin King, sending him flying back through the gate into the cemetery.

He hit the ground hard, rolling a few feet until he finally stopped. Sally's head rolled out of his limp hand. "Jack... Jack get up!" Sally pleaded. But he was too tired, and it soon overwhelmed him.

***

The day was bright and calm, with a light breeze blowing the orange and yellow leaves off of the trees in a beautiful display of nature. The sun was just making its way down toward the horizon, bringing the promise of the fun to be had just that very night. 

"This is Halloween... this is Halloween..." Bubbles sung softly to herself as she hung plastic bats among the tree branches outside their home. She was wearing a large flowing white gown with a pair of fairy wings sticking out of her back. It would have brushed against the ground if she were walking, but because she floated everywhere it only made her look more like a fairy.

"Bubbles, come in here a moment. I need to have a word with you before you go out with Miss Keane and the other children." The Professor called out to her. Bubbles flung the rest of the bats, ghosts, and skeletons onto the tree before streaking inside to join them. The Professor was wearing his typical lab coat, but now he'd put on a puffy white wig, which he said made him someone named Albert Einstein. Blossom was also in the living room, and she was wearing a small lab coat similar to the Professor's.

"You needed to talk to us Professor?" Bubbles asked. The Professor nodded, but looked around in confusion.

"One... two... ugh, Buttercup get down here! The others will be here any minute to take you to the Halloween party!" The Professor shouted up the stairs.

An eerie laugh floated back down to them. "Beware puny beings... for I am the greatest horror the world has ever known. My sight will take your breath away, my laughs will break your ears..." Blossom, Bubbles, and the Professor waited at the bottom of the stairs, waiting for her to come into view at the top. When she finally did she was wearing one of Bubbles' blue dresses, and had her hair up in a set of pigtails. "I am Bubbles! Mwahahahahahahaha!"

"Hey... that's not funny!" Bubbles shouted as Buttercup floated downstairs, still laughing hysterically. Even Blossom and the Professor couldn't help a chuckle.

"Buttercup, that's very mean." The Professor said around the hand he was using to hide his mirth. "Now get down here, I want to talk to you girls." Buttercup floated down to join her sisters, with Bubbles still glaring at her. "Now tonight Miss Keane is going to be taking care of you, but I want you girls to take care of her too. Some people get... crazy on Halloween. So while I want you to have fun, I want you to be alert for anyone suspicious too."

"Don't worry Professor, we'll take care of everything." Blossom replied. The other two girls nodded and gave similar assurances.

"Good, now the second thing is... have a good time girls." He smiled as a horn sounded outside. That would be Robin's mother waiting to take them to Miss Keane's for a party before the Trick-Or-Treating began.

"See you later Professor." Blossom gave him a hug and floated outside.

"Candy candy candy..." Buttercup grinned as she followed Blossom outside.

Bubbles stopped and stared up at him for a moment, then floating up and gave him a kiss on the cheek. "Bye Professor, I love you!" She streaked outside after her sisters, leaving the Professor staring after them with a smile on his face.

***

The dark recesses of his laboratory shielded him from the commotion outside, but Doctor Finklestein could definitely feel a change in the air. His companion Igor stood beside him, staring at the blueprint they'd been working on for a moving dragon that would scare anyone with half a brain to death. Which was good, since he only had half a brain left.

He heard the main door slam open, and a familiar voice called out to him. "Oh Doctor Finklestein." The voice of his former ruler floated up to him. Bemused, the doctor opened the chamber door and rolled outside in his electric wheelchair, parking beside the railing where he could see his visitor.

"There's a voice I haven't heard in a very long time." The doctor replied. The demonic figure laughed and started up the winding staircase toward Doctor Finklestein's position.

"Yes, I knew you of all people wouldn't try to resist me again." He reached the top and stood staring down at him. "You're a smart man, who knows better than to fight fate."

Doctor Finklestein laughed derisively. "I don't believe in fate, as well you know. I believe in science. As long as I have my experiments, I don't care who's in charge here."

The demon laughed darkly. "Yes of course... now, enough small talk. Let's get down to business." He reached into one of his gogo boots and pulled out a long parchment, unrolling it to show to the doctor. "I want you to build me these. I know you'll be able to do it, of course."

"I can build anything." Doctor Finklestein snapped up the plans, looking them over. "But it says here I need something that I don't currently have." He stared up at the new king of Halloween Town, who gave him a reassuring grin.

"It's being taken care of as we speak." He said. The doctor grinned and looked down at the plans. Finally something besides toys and trinkets to build... this was going to be a very interesting time.

***

The Professor sat on the couch, watching the various festivities around town on the TV and occasionally handing out treats to young children who showed up at the door. He loved Halloween. It was so much fun for the children, even though he wished he could have shared it with his daughters. He knew they were having fun though, and that was what mattered.

He jumped when he heard the doorbell ring. He must have been nodding off. He stood up and fixed his wig as he grabbed the candy bowl by the door. He pulled the door open, looking down at three children dressed as a demon, a witch, and a skeleton respectively.

"Trick or treat!" They shouted, holding out bags with bats and skeletons on them. The Professor chuckled.

"Here you go." The Professor dropped a Twizzlers into each of their bags.

"Ewe, we don't want that!" The witch exclaimed. The other two agreed vehemently.

The Professor plastered a fake smile onto his face. "Well you don't want to be greedy now, it is a holiday." To his surprised they all turned to stare up at him in unison, a wicked glint in each of their eyes.

"That's okay... we'll just take what we want!" Suddenly the demon flung a small box at his chest, which burst open on impact. A spider the size of his hand clung to his jacket, crawling up toward his face.

"AAAGH!" The Professor frantically brushed it off and backed away as the trick-or-treaters advanced into the house, chuckling merrily to themselves. "What are you doing here!?"

The three children cackled again, their eyes betraying their intentions in coming here. "Don't blame us, blame the guy who put us on this world." The witch sneered while the two boys chuckled. She pulled a snake out of her Halloween bag, holding it up toward him. "After all, he said to bring you back alive... but he didn't say unscathed."

The Professor whirled and lunged away as she flung the snake at him. He reached the door to the lab and ran downstairs, tripping halfway down and tumbling the rest of the way to the floor. He pushed himself to his feet and ran toward the opposite side of the lab, but one of the children landed on his shoulders, covering his eyes with their hands.

"Got your eyes! Got your eyes!" The skeleton cackled and kicked his feet against the Professor's chest. Professor Utonium reached back and grabbed him, pulling him off his shoulders and hurling him onto the desk. The kid didn't even seem to feel it, instantly jumping back up to his feet. "Got your tie!" The kid grabbed his tie and yanked, pulling it tight around his throat.

"Hey! Let go!" The Professor grabbed the tie and whipped it around, flinging the pudgy kid against the far wall with a loud thump. Again, the kid escaped unscathed. The demon poked him in the stomach with his pitchfork, which seemed to be made of real steel. The Professor grabbed the end of the pitchfork, flinging the kid across the room with his skeleton friend.

"Ooga booga hubba bubba!" The witch leapt up and whirled in the air, performing a series of acrobatic maneuvers in the air... before poking him in the eye with her broomstick.

"Ow! My eye!" The Professor stumbled back again, holding his eye. He jumped when something sharp poked him in the butt, pushing him forward. He whirled to see the demon standing behind him, laughing madly with his pitchfork in hand. The Professor backed away from them, soon hitting the edge of the counter with his back.

"Goodnight!" He whirled just in time to see the skeleton swinging one of his computer monitors at him. It slammed into his face, knocking him to the ground weakly. He groaned and squirmed, trying to move. The three kids laughed madly and gathered around him.

"We got him!" The witch exclaimed. "He will be pleased. But remember that vial he mentioned." The witch said. The Professor tried to stay awake and see what they wanted, but he soon lost consciousness.

***

The Halloween party at Miss Keane's house went so long that Miss Keane had decided half an hour ago that trick-or-treating was a bad idea. It was already past 11:00 PM, and the kids were still having fun playing games and eating cake in the shape of a pumpkin (because the ghost cake was deemed offensive to people who didn't believe in souls). Buttercup was the only one who was really disappointed. The candy gathering had been her sole reason for coming.

"Aw well, at least I don't have to go out in public dressed like this." Buttercup reasoned, gesturing to her Bubbles costume. Bubbles huffed and floated into a corner to cry until Miss Keane sorted the whole thing out. Finally after another half hour Miss Keane moved to the front of the living room and gestured for the kids to pay attention to her.

"Well children, we all had a wonderful time, but it's well past your bed times. We need to get you home before your parents begin to worry." She announced. The kids all groaned, but she led them to the coats to get them ready to go.

Mike Believe, who was dressed as a lawyer on a day off (which largely resembled Mike's normal ensemble with the addition of a red clip-on tie), approached Bubbles and smiled. "Hey, thanks for your help tonight... you know." He blushed and looked down at the floor. Bubbles giggled and grabbed his hand gently.

"Don't worry about it Mike. I hate it when Mitch gets rowdy, he always gets more obnoxious than usual." Bubbles smirked.

Mitch walked past them (ironically wearing a demon outfit), snickering. "Hiding behind your girlfriend again Mike?" He burst out laughing and kept walking past them. Bubbles frowned, then squinted one eye and shot an eye laser right into his butt. "YOW!" Mitch leapt into the air and ran out the front door holding his butt. The other kids all laughed.

Miss Keane chuckled, but otherwise pretended not to see. "Okay kids, let's get going." They all went outside to pile into the bus Miss Keane had borrowed from the school for the night. Bubbles and Mike sat together, while Buttercup and Blossom sat in the seat behind them.

Blossom stared out the window, blinking when she noticed that every house light on the street was dark and the streets themselves were abandoned. "Hey, where is everybody? Shouldn't there still be older trick-or-treaters out there?" Blossom noted.

"Maybe they decided to go to bed early." Buttercup shrugged. Blossom quirked one eyebrow and continued to stare out the window, but declined further comment. She gasped when she noticed a door opening, with a man standing in the door with a knife clutched in his hand.

"Miss Keane, stop the bus!" Blossom shouted. Miss Keane jammed on the breaks and the bus screeched to a halt, throwing every kid in the bus against the seat in front of them. The one in the front seat flew over the driver's seat to land in Miss Keane's lap. "Come on girls, I think there might be trouble!" Blossom, Bubbles, and Buttercup streaked out of the bus.

They caught up to a man a small ways down the street. "Hold on there buddy, where are you going?" Blossom grabbed his shoulder and turned him around. The man's eyes stared at them blankly, and he clutched the knife even tighter in his grasp.

"Sacrifice... for the Nightmare King..." He raised the knife high over his head and brought it down, but it simply glanced off of Buttercup's arm without even leaving a scratch.

"Okay, he's lost his marbles." Buttercup mumbled. She stopped when she heard another creak. The girls turned to look around. All around them doors were opening, and people were stumbling onto the street, each holding a household utensil, comprised of irons, bars, pans, and a knife or two. "What's going on here? Is it a full moon or something? Oh well... it's not like they can hurt us."

"They can't hurt US, but they can hurt each OTHER!" Blossom shouted.

"Not just each other! Look!" Bubbles screamed and pointed. The school bus with the rest of their class was surrounded by the people from the houses. The tires were all slashed, and it seemed to be leaking gas on the ground thanks to someone who had crawled under the bus. Their classmates inside the bus were screaming and huddled in the center isle.

"Okay, let's get them!" Buttercup streaked forward, but Blossom grabbed her.

"No, we can't hurt innocent people! Let me handle it!" She floated toward the bus. The people had almost pried the door open. Miss Keane had moved into the back with the kids. Blossom inhaled a deep breath and let it out in a wave. The cold swept over the bus, freezing the exterior, along with every person surrounding it, while leaving the interior intact.

"That keeps them safe, for a while. Now what could be causing everyone in Townsville to go crazy?" Buttercup asked.

"Well, almost everyone, Miss Keane and our friends are still fine." Bubbles pointed out. Blossom rubbed her chin and stared at the ice block that had been the bus.

"We have to get back to the Professor, maybe he can tell us what's going on..." Blossom decided. So the girls turned and flew away from the scene, hoping they made it before the ice melted and the frozen people got into the bus...

***

Professor Utonium opened his eyes and groaned. His head was throbbing, though whether it was from the blow to the head or the rocks his bound body was being dragged over was anybody's guess. He blinked his eyes to clarity and looked around, gasping when he caught sight of his surroundings. It looked like a cemetery with a strange mound in the center, but it was what was beyond that startled him the most.

A giant crimson castle lay past a gate held closed by a pair of pitch-black serpents. In the highest tower he saw some kind of shape, but before he could make it out it vanished. "Hey, he's awake." The skeleton that'd knocked him out exclaimed. "Should we knock him out again? Should we? Huh?" He asked. The witch seemed exasperated.

"No, you can't, our new master wants him able to function properly." She replied. "Besides, we're almost there." They were halfway through the cemetery, and the black serpents were already turning to look at them. "I hope he rewards us... since mister Oogie Boogie was taken down we haven't had anything decent to do except trick-or-treat."

Suddenly a chill wind picked up, blowing through the graveyard like a trumpet signaling death itself. "Brrr... hey, is anyone else getting cold?" The demon asked through chattering teeth. The other two stopped and looked around, their eyes growing wide as a squeal filled the air. It was soft at first, but it soon grew to frightening levels.

"Wh... what... no..." The three kids backed toward the entrance they'd just come from. The pumpkins scattered around the graveyard turned to track their movements, their smiles growing even more wicked as each seemed to carry a flame hot enough to cook a roast.

"It's... him..." The three kids huddled together. The pumpkins almost seemed to be moving, even though they were still in the same place they had been. The shadows cast by their furious flamed came together in front of the kids suddenly, bursting up from the ground with glowing pearl white eyes.

It let out a screech that could subdue a banshee, scaring the crap out of the three little tikes. They screeched like owls and whirled to run back into the forest beyond the cemetery, scrambling over each other in their haste to get away. The Professor probably would have run too if he wasn't so bound as to make squirming impossible.

The light from the pumpkins' mouths died down and what he'd mistaken for a shadow became, instead, a skeleton wearing a black body suit with coattails and a bat-like collar. The figure turned toward him and approached, holding out one long, bony hand.

"Wh... who... are..." The Professor muttered through the lump in his throat.

"I didn't mean to frighten you, just them. You don't have to be afraid of me. Well... not at the moment anyway." The skeleton undid his bonds and helped him stand upright. Even at his tallest, the Professor only stood as high as this skeleton's chest. "My name is Jack Skellington, the Pumpkin King of Halloween Town. And you are?"

"P... Professor... Professor Utonium..." The Professor stuttered. He'd seen a lot of weird things since creating the girls, but a talking skeleton was beyond all that.

"Professor Utonium." Jack shook his hand politely. "Pleased to meet you... oh!" He whirled and walked a few feet away, stooping to move some leaves aside. This revealed a small head on the ground, which Jack picked up carefully. "I'm sorry about that Sally."

"It's okay Jack, I understand." The disembodied head named Sally replied with a gentle smile. She looked past the skeleton at the Professor, who was staring at them both, completely dumbfounded. "Who's this?"

"This is Professor Utonium, the man Lock, Shock, and Barrel were trying to take back to... him." The Professor immediately perked up and stared at Jack, as though really considering this real for the first time.

"Him... a red guy who wears gogo boots?" The Professor asked. It was Jack's turn to look at him in surprise. "What is he doing here? What's going on around her at all?" The Professor asked. Jack and Sally exchanged glances (with Jack turning his hand slightly so that Sally could look at his face).

"This is Halloween Town... or it was a few hours ago." Jack replied, gesturing with his free hand to the crimson castle on the other side of the graveyard. "We've spent years bringing fun to the world in the form of fear, but it wasn't always that way. Before that, Halloween Town was run by a name named Lucy, the Nightmare King."

Jack lifted Sally's head and ran his hand through her long hair idly as he continued. "But he wasn't interested in fright... he wanted to cause pain. Every year on Halloween night, the world was overrun with people trying to hurt each other and themselves. All Hallows Eve, the night of demons in human bodies. Finally one day myself and the other inhabitants of this town rose up against him and banished him forever... or so we thought."

"But now he's come back..." Sally cut in to remark. "He's taken back Halloween Town, and people in the human world are going crazy as we speak. They could start hurting each other soon if we don't do something."

"But... we can't get in." Jack gestured to the gate, which was still guarded by the serpents. "That gate is the only entrance, and it's too heavily guarded. I can't sneak in, and we can't break through."

"We can't break through..." The Professor nodded with a smile. "But I know someone who can."

***

Miss Keane and the rest of the children were huddled in the middle of the bus, shivering and staring at the faces of the people who were frozen just outside of the bus. They were all either blank, or twisted into a cruel frenzy staring at them as if they wanted nothing more than to get in and tear them to pieces. Miss Keane tried to comfort the children, but it was hard when she was as frightened as them.

"Now, calm down children, we have to keep calm." She wrapped her arms around as many of them as possible, bent down on one knee. "The Powerpuff girls will fix all of this soon... and then we can get you all home to your nice, safe, warm beds." She said with a shiver. The ice around the bus captured their attackers, but it also made the inside of the bus freezing.

"M... Miss Keane... the ice is starting to melt..." Robin Schneider (who was dressed in the same fairy costume as Bubbles) said, pointing to the door where someone's head had been freed from the ice. He was glaring at them with a snarl on his lips. The kids all started whimpering with fear, but Miss Keane stood up straight.

"We have to remain calm... and find a way off of this bus." She looked around with a worried frown on her face. "Does anybody see an exit not blocked by the ice?" The kids all looked around frantically.

"Hey, over there!" Mitch Mitchelson pointed to one of the windows, which was still open while the ice had melted enough to open up a hole small enough for the kids to squeeze through.

"Good thinking Mitch, come on kids." Miss Keane led the class to the window and stuck her head out. The streets looked empty save for the frozen attackers. Apparently they'd decided to move on rather than wait for the ice to thaw out. Miss Keane pulled her head back in. "Okay children, one at a time get to the street and go to the sidewalk. Wait there for everyone else. Got it?" The children all nodded and grumbled softly.

So the children were lowered through the window one by one. Robin Schneider went first, followed by Mitch Mitchelson, Mike Believe, Elmer Sglue (who was dressed all in white, which he claimed was a glob of glue), and each of the other children one at a time. When they were all standing on the sidewalk Miss Keane flashed them a smile. "The window's too small, I'll find another way out. Just wait there."

She ducked back into the bus and looked around for another way out. The ice by the doorway had almost completely thawed out, and the man who had been there was lying on the ground limp. Apparently being frozen had frozen his body too much and he'd passed out. Though he was still breathing. She gulped and crept toward him, stepping as lightly as she could.

She started to move past him, stepping right beside his head and grasping the chest high ice to try to pull herself over it. She gripped and pulled herself up onto it, but something grabbed her ankle from behind and dragged her back down with a thud. She heard the children's frightened screams from outside while the man grabbed at her shirt, bringing his weapon around.

"Sacrifice... Nightmare King..." He brought a large crowbar back and swung it as hard as he could, but Miss Keane laid flat on her back at the last second, letting it fly over her and shatter the ice barricade. During the swing he had let go of her shirt, so she was able to get outside, but the ice shattering had freed everyone frozen around the bus.

"Come on kids, hurry!" Miss Keane rushed down the street with her parade of children following. The mindless people gave chase, but Miss Keane led the kids through a series of alleys until they wound up standing outside the Pokey Oaks Kindergarten building. "Everyone inside!"

They all ran inside and Miss Keane locked the door, leaning against it and sinking to a sitting position. She panted heavily and looked around, counting the children. One, two, three... she found all of them so far... ten, eleven, twelve... they were scared but present... thirteen, fourteen...

"No!" Miss Keane jumped to a sitting position and stared out the window in horror. She couldn't believe she hadn't noticed in their mad dash away from those monsters... Mike, Robin, Mitch, and Elmer were missing...

***

"Are they ready yet, Professor?" Lucy, The Nightmare King, or more commonly known in the human world as Him, asked impatiently as the old doctor poured over the table with his current project on it. He grunted and looked up from the skeletons, scratching his head irritably. They were standing in his lab at the top of the tower, waiting for Lock, Shock, and Barrel to return with the final ingredient.

"Yes, all we need is the final ingredient." He replied. They both stopped when the main door opened and they heard three light pairs of footsteps rushing up the stairs.

"Speak of the devil." Him chuckled humorously. The three kids ran into the room frantically, as if trying to escape something. They skidded to a halt when they noticed that they'd reached their destination. "Did you bring what I asked for?"

"The vial with the X on it... here." Shock handed him the vial and stepped back to join her partners.

"And Professor Utonium?" Him asked lightly. The three exchanged glances, then gulped and looked off in different direction. Him's voice grew to a hateful snarl when he spoke again. "You let him get away!?"

"Jack ambushed us... he hit us and kicked us and it was so painful... we were barely moving when we dragged ourselves back here!" Lock exclaimed in a hurry. Him snarled and gripped his throat in one lobster-like claw, squeezing it painfully tight.

"Jack Skellington is with Professor Utonium!? You idiot!" He flung the kid across the room, where he slammed into the wall. "You've just united my two greatest enemies! If Professor Utonium is actively involved... then it won't be long before the Powerpuff Girls join the fray." He turned to stalk up to Doctor Finklestein, glaring down at him. "I need you to finish your work as quickly as possible."

"I'm working on it... but you know, there may be a way to prevent these... 'Powerpuff Girls' from reaching Halloween Town." Doctor Finklestein confided. Him blinked in surprise, then leaned down and gestured for him to continue. "The door to the human world cannot be crossed from the other side without someone from one of the Holiday Worlds present. If we can split up Jack and this, Professor Utonium, then they will not be able to return."

"Tell me something I don't know old man." Him hissed.

"Jack Skellington is a mighty leader, but his heart is soft. Offer him an incentive to stay away, and he won't lift a finger against you." Doctor Finklestein's gaze turned to Sally's body parts, which he had gathered up in his little spare time after Him had taken over the town. "If he has a reason not to fight, then nobody else will be able to reach you."

"The rag doll..." Him grinned and approached one of the feet, snapping one claw loudly before grabbing it. "Of course... as with any hero there's always a weakness hidden inside their greatest strength. Lock, Shock, Barrel." He whirled and the three kids stood in front of him, ready to act. "I want you to deliver a message to Jack Skellington."

***

"This is just great..." Mitch growled under his breath, glaring at the three other children he was currently hiding with. They were huddled in a small box behind the first building they could find. Thankfully those maniacs had run after the larger group, so him, Elmer, Mike, and Robin had been able to escape without being followed. "Trapped here alone with no idea even where we are."

"What are we supposed to do?" Mike whimpered. "My mom said when I get lost I should stay where I am... but what if those people find us before she does?" He started gasping for breath, creating gruesome images in his mind. "What are we supposed to do!?" Elmer grunted in agreement with him, shoving a fistful of his ever-present glue bottle into his mouth.

"Hush! We shouldn't panic, you heard Miss Keane!" Robin replied softly. "We should remain calm, and not be scared. That's how we'll find a way out." She quoted.

"I'm not scared of anything!" Mitch replied.

"Stop yelling! They'll hear you!" Mike whispered in a panicked tone.

"SSSSSHHHHH!" Robin hissed. She turned and pushed one of the box flaps open to peek outside. "I don't see anyone out there... I think we can go and look for Miss Keane."

"Go? Out there?" Elmer groaned and tried to melt into the corner of the box. "With those crazy people? They could catch us..."

"And if we stay in here some crazy person could catch us. At least out there we can move around. Come on." Robin pushed the flap of the box open and stepped outside. Mitch followed her instantly, eager to prove his bravery. Elmer followed Mitch, clutching his precious glue bottle tightly to his chest.

"See? No crazy people." Robin smiled at the three boys.

"Really?" Mike stuck his head out of the box and looked around, then smiled slightly and moved to join her.

"I can't believe we're following the girl." Mitch grumbled. "I can get us to school faster than she can."

"Really? Which way is it then?" Robin asked. Mitch stared at her for a moment, then huffed and turned toward the exit.

"This way obviously." He started to walk away, but something stepped out of the shadows, blocking his path. He yelled in surprise and jumped back with the other three.

"It... it's Ace..." Robin whispered softly. The Gangrene Gang leader stepped toward them, reaching into his pocket with one hand. "Please let us go... we're just kids. We can't do anything to you..."

"For the Nightmare King..." He pulled out a switchblade and flipped it open, clutching it in his hand as he approached.

"Come on!" Robin turned to run the other direction, but she skidded to a halt when Snake stepped out in front of her, holding a baseball bat. "We're surrounded..." The children huddled together in fear as the entire Gangrene Gang emerged from the shadows to surround them.

"I told you guys we shouldn't follow the girl..." Mitch exclaimed in a shuddering voice.

"Sh... shut up Mitch..." Robin replied fearfully.

The children huddled together whimpering as Ace approached, lifting the switchblade in front of him with a demented grin. Mike finally snapped and let out a scream. He grabbed Elmer's ever-present glue bottle and flung it at the Gangrene Gang leader.

It slammed into his face, with the paste spilling onto him and running behind his glasses. He stumbled and tried to wipe it away, leaving an opening for the children to escape. 

"Come on!" Robin darted through the hole in the gang, pulling the others along behind her as they ran down the street. As they ran she looked at Mike. "Good thinking Mike!"

"Ughuh..." Mike replied breathlessly. He was still very pale, and his hand was shaking in her grasp, but he'd still managed to get them out of there. Now if they could just avoid everyone else in Townsville they might be okay.

***

The three Powerpuff Girls gasped in unison when they floated through the already open front door of their home. There was a spider the size of their fists building a web in one corner of the room, and the rest generally looked like a tornado had hit. The door to the lab was left open as well. Upon further investigation they discovered that the lab had been ransacked as well, and the Professor was nowhere to be found.

"D... did those people... did they... c... come... here...?" Bubbles gasped out, her eyes filling to the brim with tears.

"Let's not jump to conclusions Bubbles." Blossom patted her shoulder comfortingly. "We have to analyze the situation and decide on the most prudent course of action."

"Yes, let's do that." Buttercup barked mockingly. "Let's analyze the situation. The entire city has turned into bloodthirsty Jason wannabes, all of our friends are trapped on a bus surrounded by these people, the Professor is missing, and we have no clue where to even begin dealing with any of this!" Buttercup was screaming by the end, prompting Bubbles to dissolve into hysterical sobs.

"Calm down, both of you!" Blossom shouted, though her voice was shaking. "There has to be a reason for all of this. We just have to find it. Now let's narrow the suspects, who would want to kidnap the Professor?" Buttercup glared at her through narrowed eyes. "Okay stupid question, but who COULD kidnap the Professor?"

"I guess just about anyone when we're not around to protect him." Buttercup replied darkly. "This isn't helping at all!" She screamed in frustration. Bubbles burst out sobbing again, but in a few moments she stopped and looked up, sniffling. She swore she could have heard someone trying to talk to her, but her sisters were being too loud.

"That... voice..." She sniffled and looked around. Blossom and Buttercup stared at her like she was going insane, but she moved forward and floated upward until she was face-to-face with the spider in the corner of the room. When she spoke again it was in a different language. [What did you say before?]

[I said I know where your Professor is.] The spider replied, dangling upside down from its web in front of her face. [The three little brats brought me here when they kidnapped him, they were taking him back to Halloween Town.]

[Halloween Town? Where's that?] Bubbles asked.

[The entrance is anywhere where the dead lay.] The spider seemed to cough... as much as a spider could anyway. [In exchange for this information, I want you to let me live here in peace without squashing me, okay? All I want to do is sleep and eat, you won't even know I'm here.]

[Deal!] Bubbles turned toward her sisters excitedly. "The Professor is in Halloween Town, and the entrance is in a place where the dead lay!"

"The cemetery!" Blossom exclaimed. "Come on girls, we're going to find him NOW!" So the three girls turned and streaked out of the house, glad to have something to go on in this entire insane mess.


	2. Chapter 2

Jack and Professor Utonium were walking through the streets of the human world. It was past midnight, so the light was dark enough for them not to worry too much about being seen. Besides, it seemed the entire city was asleep. Nobody was around, and it was deathly quiet. Way too quiet for Jack's taste, if he were still in charge of Halloween Town everyone would still be celebrating...

"It's so quiet..." Sally echoed Jack's sentiments from the palm of his left hand. "Jack I'm getting a bad feeling... something very bad is going to happen soon." Sally said.

"I think you're a few hours too late in that prediction." Jack said with a gentle smile, bringing her head up to his eye level so they could face each other. Sally blushed and lowered her eyes demurely.

"Well I know bad things have already happened but... oh I'm probably being silly." Sally rolled her eyes to signal that she was clueless since she had no shoulders to shrug.

Professor Utonium's surprised shriek caught them off guard, and they whirled to see what was wrong. He was staring at Lock, Shock, and Barrel, who had parked themselves right in their path. "You three again." Jack snarled and walked out in front of them, glaring down at them menacingly. "It didn't take you long to find a new master."

For once, it seemed the three children were unafraid of him, as if they had something planned to stop him. "True, but that's not why we're here." Shock grinned mischievously. "We come bearing a message from the Nightmare King." She and her two cohorts cackled devilishly, staring up at Jack.

"Well, what is it?" Jack demanded. Suddenly he heard Sally give a gasp of pain. "Sally, are you alright?" He lifted her head up to look into her eyes. They were squeezed shut, as her face was contorted in pain.

"My leg... it feels like it's burning..." Sally was whimpering from fear, pain and confusion. Jack grunted and looked down at the child trio, who were all on the ground with the force of their laughter. "What have you done?"

"The Nightmare King says if you return to Halloween Town before sunup, then your wife here... well... I guess there's more than one way to get 'ahead'". Lock and his cohorts all collapsed to the ground with impish laughter again. Jack growled, then lunged forward with a hideous shriek that would have sent any animal scurrying away.

Even with their advantage, the fury of the Pumpkin King was something they didn't want to face. So Lock, Shock, and Barrel let out a yelp of fear and turned to run away. They skidded to a stop when they noticed a crowd of people gathered in front of them, blocking their escape route. "What's going on!?" They exclaimed in unison.

"They're under the Nightmare King's influence." Jack said as he backed toward the professor.

"Hey, what is this about sunup?" The Professor asked quickly.

"The influence of Halloween Town can only be transferred, or taken, on Halloween night. When the sun comes up, we'll have to wait until NEXT Halloween to attempt to dethrone him." Jack replied, keeping his eyes on the advancing crowd.

"Hey... not us!" Lock, Shock, and Barrel let out screams of fear and ran from the nearest townspeople, who had started to give chase with their weapons over their heads. They managed to break through the crowd and dart down the street frantically, but still their pursuers persisted. Meanwhile Jack and Professor Utonium were back to back, facing their attackers.

"We have to find a way out of here!" The Professor shouted. Jack looked around, then closed his eyes and lifted one hand in front of him. Sally watched him with wide eyes. "What are you doing?" Professor Utonium asked. The Pumpkin King didn't answer however, remaining in this position. Their attackers closed in, bringing their weapons back to begin the assault.

Finally Jack opened his eyes and opened his mouth. A dark moan issued forth, but that was only the beginning. It grew in pitch, and was joined by even more voices, all screaming fear and despair. Even in their bloodthirsty trance, the people took notice and stopped, their eyes going wide with fear. They didn't advance, but they didn't retreat either.

"Come on girls, let's go! But be gentle!" They heard a high-pitched voice shout from the distance.

"Girls!" Professor Utonium shouted. Three streaks of light slammed into the crowd of people, throwing them aside like a group of dolls. Jack let his scream die away and watched the girls work, but it seemed rather difficult since they didn't want to actually hurt anyone. The townspeople were putting up a vicious fight.

"How do we get rid of them without hurting them?" Bubbles asked as one man gnawed on her arm like a hungry wolf. She shook her arm furiously until he was flung to the sidewalk.

"Ewe, this guy's slobbering on me!" Buttercup exclaimed in disgust as one of the maniacs kept trying to gnaw on her leg. She brought her free foot back and kicked him in the face, sending him flying into the brick wall across the street.

"GENTLE Buttercup!" Blossom shouted as she froze the attackers one by one while Bubbles used her sonic scream to scramble some brains. Slowly they managed to get the crowd under control, until everyone was frozen, deaf, or unconscious from Buttercup's flying fists.

"Are these the girls you told us about?" Sally asked. When the girls turned and saw them their faces went white, but Professor Utonium quickly explained everything. By this time Blossom and Buttercup looked fine... but Bubbles was still a bit pale.

"So Him has taken over this 'Halloween Town', and we have to stop him to make everyone sane again right?" Blossom asked.

"Precisely... but we can't." Jack said.

"What? Why not?" The Professor asked.

"If I go there he will destroy Sally's body... she would be stuck like this forever." Jack held up the head of his wife. Sally frowned sadly at the thought of being a head forever. "I can't risk it... I'll return tomorrow, after his power is anchored..."

"I don't get it, why would he specifically want to keep you out? Didn't he beat you already?" Buttercup asked.

"Someone from this human world can't go there unless accompanied by someone from Halloween Town... he knows that. If I refuse to go, then you can't go either." Jack said. "And I refuse..."

"But Jack, what about everyone else in Halloween Town? They believe in you." Sally pointed out. "They're probably waiting for you as we speak."

"I can't Sally... I can't risk you..." He stroked her hair and turned to walk away into the night.

"So that's it huh? You coward!" Buttercup screamed after him angrily. The others just watched him leave. "I can't believe you call yourself a leader you yellow-bellied chicken!" She huffed angrily, balling her fists.

"We need someone from Halloween Town... but who else is there besides Jack?" Blossom asked. They all settled down to think, but Bubbles gasped and looked up with a flash of inspiration, a victorious smile spreading across her face.

***

Mitch, Mike, Robin, and Elmer rounded yet another corner and leaned against the brick wall, panting heavily and sliding to a sitting position on the ground. They had been running nonstop for the last hour. Considering that the streets had looked deserted earlier, there were sure a lot of crazed people out tonight.

"We... have to... keep going..." Robin said between pants.

"Too... tired... need... rest..." Elmer replied weakly.

"It's probably all that... glue you eat..." Mitch grumbled. He tried not to let his own tiredness show, but it was still as clear as day.

"Save it... Mitch. This isn't... the time..." Robin glared at him.

"Shut up Robin. Who elected you the leader of this little group?" Mitch growled. "If anyone should get us home, it's me. Because I'm the bravest." He was regaining his breath.

"Sure... lead us right into those maniacs. Real brave." Robin smirked. Mike blinked and stood up, though she and Mitch took no notice.

"Hey, that was that one turn, and it was an accident. Besides, you led us plenty of places where those people were waiting for us." Mitch countered. Robin looked about to reply before Mike surprised them both by speaking.

"I recognize this street. I live a few houses down from here." Mike revealed.

"Really? We're saved! Your mom can help us!" Robin exclaimed excitedly. "Are you ready to walk yet Elmer?"

"Legs... jelly... arms... jelly..." Elmer replied.

"Wuss." Mitch knuckled him in the forehead, and received a slap in the cheek from Robin as a reward.

"Don't worry, I'll help you." Robin helped Elmer up and the four kids made their way down the street toward Mike's home. It was a moderately sized home that looked rather ordinary, much like Mike himself. 

***

The newly reinstated Nightmare King watched Jack walking away with his shoulders slumped in the cauldron that could monitor anything he wanted to see. He let out a dark laugh, rubbing his claws together. "Perfect, absolutely perfect." He turned to look down at his three minions. "You did well, Jack refuses to come here, and that means that the Powerpuff Girls are completely powerless."

"We live to serve, Master Lucy." They said in unison. Him growled and gripped one of them by the throat.

"DON'T call me that..." He shoved Barrel backward and stood up straight again. "Now get out of my sight." The kids whirled and ran off while he turned to look at Doctor Fiklestein, who had just exited his lab. "Is our project ready doctor? I won't feel comfortable until I have another means of defense."

"They're all finished." Doctor Finklestein replied. "They're ready to be used at any time." No sooner had he spoken than the gate from the cemetery burst inward, landing on the ground with a loud clang. The Powerpuff Girls marched through the gate victoriously, looking around.

"What!? How did you get here!? It's impossible!" Him screamed angrily.

"We thought of a little song." Bubbles grinned. "It's called Itsy Bitsy Spider." As she spoke a spider crawled up on top of her head, waving its two forelegs in front of it. "Born and raised in Halloween Town."

Him laughed and grinned back. "Unusually clever for you, Bubbles. But I'm afraid it doesn't matter. I have what I need to get rid of you once and for all." With that Him vanished from sight, leaving the girls to charge uselessly to where he was moments before.

"Ugh, guess we have to find him." Blossom sighed. "Why can't villains ever make this easy?"

"You know, for a place called Halloween Town I expected it to be a lot scarier than this." Bubbles commented.

"This isn't the time to notice the décor Bubbles." Buttercup huffed.

"Ssshhh, listen you guys..." Blossom stopped and halted her sisters in their tracks. They all waited, listening. Sure enough they heard the steady sound of something hard beating against something hard. A scuffling sound and soft groans. They couldn't tell where it was coming from, so they kept turning with their backs together.

"Over there!" Bubbles pointed. The other two whirled to see three skeletons marching toward them. They had dirty strands of red, black, and blonde hair respectively, and were wearing scraps of cloth similar to the girls themselves. Their mouths and eyes were deep black holes. Their arms ended in a strange bone-like club.

"This is the best Him could come up with? Skeleton versions of us? I'm almost disappointed." Buttercup said as she dropped to a fighting stance. Suddenly three more followed the first three... followed by three more, and three after that, until it seemed like an endless wave of the skeletons was filing toward them.

"You had to open your mouth, didn't you Buttercup?" Blossom growled as she and her sisters huddled together, preparing for the inevitable assault. She only hoped they weren't as strong as the girls themselves were, or they were in serious, serious trouble.

***

Mike and Robin helped Elmer stumble into Mike's house with Mitch walking in front of them with his chest puffed out, like he was bravely leading the charge into battle. They dragged Elmer to the couch and let him lie down while they sat on the edges, talking among themselves. The house seemed calm and quiet after spending the last hour or so running around the streets.

"So what do we do now?" Mike asked. "I didn't see dad's car outside, so he's probably still at his Halloween party."

"Maybe we can call the police." Robin suggested.

"Good idea!" Mike grabbed the phone and quickly dialed 911. He waited for more than five minutes before hanging up with a sigh. "No good."

"Do you think everyone in town is a zombie?" Elmer asked quietly.

"It looks that way, but it doesn't matter, we have to find Miss Keane." Robin pointed out. "Or The Powerpuff Girls, they could help us. We just need to find a way to contact them."

"Great idea. Let's just find their beeper number and give them a call." Mitch scoffed.

"Do you have a better idea!?" Robin snapped angrily, surprising the others. "Because if you do feel free to share!" Mitch blinked, then growled and looked at the ground. "I didn't think so!" Robin jumped to her feet and looked at the others. "We have to find a way to contact the Powerpuff Girls, I can't see any other way of dealing with this."

Elmer looked at the door, then his mouth dropped open. "M... maybe we should run first." He slid off the couch and backed away. The others looked to see several of the maniacs coming in through the door, which they had stupidly left wide open.

"Mike, is there a back door or a window?" Robin asked.

"Not downstairs... but if we can get to the roof we can climb down a tree to the ground." Mike replied. So the four kids whirled and darted for the stairs in the hallway. They reached the upstairs window with little difficulty and climbed through it onto the flat section of the roof, which had a tree branch over it just low enough to climb on.

"Perfect. Come on." Robin walked toward the branch, but as they neared the edge of the roof her heart sank. The yard was completely flooded with the Townsville citizens, including the base of the tree. They were chanting about some Nightmare King and clutching weapons in their hands. "W... we're trapped..." they all whirled as one of the citizens appeared at the window, giving them an eager grin.

"Wh... what... do we do now?" Elmer asked in a shivering voice. Robin gulped and looked around quickly.

"The only thing we can do." She said softly. She sucked in a deep breath, tilted her head upward, and let out an ear-piercing scream.

***

Jack walked through the city of Townsville with his shoulders sagging. His wife was held in the palm of his right hand, with her eyes closed so that she wouldn't have to see the city. Neither had spoken since leaving Professor Utonium and his girls behind. Jack knew it was his responsibility to right this entire situation... but he couldn't stand the thought of Sally living without her body.

"Jack..." Sally finally broke the silence. Jack lifted her up so that they were at eye level. "We both know you have to go back."

"But what about you Sally?" Jack stroked her head lightly. "Halloween Town survived under his rule before, they can live that way again... but I can't live without you."

Sally frowned sadly and looked down. Jack pulled her close to his chest, stroking her hair with one bony hand. He felt her open her eyes against his chest. "Do you... hear something?" She asked. Jack blinked and looked up to listen. Now that she mentioned it, he could hear something. It sounded like someone... screaming. "It sounds like a child..."

Without a word Jack ran forward, around the next bend and far enough to catch sight of a house where dozens, perhaps hundreds of people had gathered. On the roof he could see several more of the fanatical zombies, surrounding four children who were huddled against the very edge. They were all screaming their little hearts out, trying to keep out of the maniacs' grasp.

"Sally, wait in here." Jack pulled open his jacket and lodged his wife's head firmly, yet gently, inside of his ribcage for safekeeping. He strolled forward, slowly picking up speed until his long legs were carrying him at a full sprint. He gave a great leap into the air.

He landed with each foot on one person's head, then leapt off again and perched himself on top of a nearby light pole. He leapt to the next pole, landing with the ease of a spider jumping from web to web. Soon he reached the rooftop where the children were about to be grabbed by the maniacs. He leapt between the children and their attackers, grabbing one and hurling him toward the edge.

The others on the ground caught the man, and still more came. The children behind him screamed in panic when they saw him. "I'm here to help you!" Jack shouted as he grabbed another of their attackers and hurled him off the roof. He swept another off of his feet with one thin leg and shoved him off the roof as well. Soon the roof was clear, but still more were beginning to file in the window.

Jack knelt down beside the children. "Get on my back, I'll get you out of here." He told them. The children were still staring at him and shivering, but the girl broke from the group and perched herself on his shoulders. The three boys exchanged glances and climbed on his back and arms before he stood up again. "Hold on tightly now."

He ran to get up speed and leapt for a nearby light pole. The added weight slammed him into the pole with a clank that scared even the master of fright out of his wits for a moment. But it held them without bending, fortunately. The children started celebrating when they heard a whirring noise from below.

One of the maniacs had a chainsaw, and was cutting through the bottom of the light pole to get to them. The children screamed when the pole leaned across the street, sending them hurtling toward the ground. Jack waiting until he thought they could make it, and leapt with all his strength for the far house. He slammed into the roof hard, but they made it.

"We're alive!" The girl shouted joyfully. "Thank you thank you thank you!" She kissed Jack on the cheek three times, then nearly hugged him tight enough to pull his skull off.

"You're welcome, but we're not out of this yet." Jack glanced at the street, where the maniacs were making their way toward this house. "Is there anywhere safe for you children to stay?"

"Miss Keane was running toward the school when we last saw her. It's that way." The girl pointed. The children gathered on Jack again and he took off leaping across the rooftops. He was a good runner and quickly outdistanced the maniacs who were trying to follow them from the ground. He followed the girl's direction until a small building hove into view with the words 'Pokey Oaks Elementary' in front of it.

He landed in the playground in front of the building and kneeled down so the children could climb off of him. When they were down the girl turned back to him. "Thank you mister... whatever you are." She said nervously. "We're glad you showed up..."

"Yeah. Thanks." The three boys echoed.

"Children!" A woman's frantic voice screamed from the door. Its owner charged out and kneeled down behind them, wrapping her arms around them so tightly Jack wondered why THEIR heads didn't pop off. "Oh thank God, you're safe. I was so scared." She looked up at Jack with tears in her eyes. "Thank you so much for finding them, I thought maybe those... those maniacs had gotten them."

"We're okay Miss Keane." The little girl replied calmly. "And I'm sure the Powerpuff Girls will take care of those meanies, so there's nothing to worry about." Jack stared at her, reached his hand up to his chest. "Hey, Mr. Skeleton, maybe you can help them. You really kicked butt back there!"

"Yeah!" The boy with freckles exclaimed. "You were almost as good as a Powerpuff Girl... almost."

"And then the mean people will be good again!" The boy with the brown hair added.

"Because good always wins!" The pale boy with the white hair added.

Jack stared at them for a moment, then nodded and narrowed his eyes in a grim line. "I'll do what I can." He turned to leave. Behind him he could hear the children he'd saved cheering, joined by a dozen other voices from inside the building. When he was out of eyesight he reached into his jacket and took out his wife.

"You're going back?" Sally asked, having heard the whole thing.

"I have to..." Jack told her.

"I know... but... if I wind up without a body... promise you won't leave me."

"Never." He brought her in for a light kiss on the lips. "This will be dangerous, so you should stay in here for now." He tucked her safely back into his ribcage as he ran for the nearest cemetery. It was time to set everything right, no matter what it cost.

***

Blossom was huffing and puffing, but still she fought. Bones littered the main circle of Halloween Town. One could barely take a step without breaking a skull, but still their duplicates kept on coming. An endless wave that would definitely swamp them in time. Bubbles was already slumped over from exhaustion, and one of the Bubbles Skeletons had her pinned up against a nearby wall. Buttercup was still furiously flinging their opponents into each other, resulting in piles of bone. Her throws were becoming less forceful with each one however.

Blossom wasn't faring much better. Her throat was becoming sore from using her Ice Breath so much, her eyes were burning from using her heat rays, and her fists were bruised and bleeding from connecting with bones as strong as mountains.

"Agh!" Bubbles' scream drew Blossom's attention. Three of the skeletons had her pinned against the wall, their eyes beginning to glow deep crimson.

"Bubbles!" Blossom streaked over to her and slammed her shoulder into one, sending it hurtling into the others. They all collapsed to the ground in a heap of unmoving bones. Blossom caught Bubbles as she began to collapse to the ground. "Hold on Bubbles... we have to get out of here." Blossom looked up just in time to see three skeletons of her staring down at her with glowing eyes.

She was too weak to fly or spring a surprise attack, so she put herself between Bubbles and the blasts. The lasers burned through her lab coat, digging painfully into her back. "Ugh... urk..." When the lasers died Blossom collapsed forward on top of her sister. Her entire body felt like a rubber band, she could barely move.

"Buttercup..." Blossom shouted as loud as she could. Buttercup didn't come as the skeletons lifted her and Bubbles from the ground however. When she was lifted Blossom caught sight of her brunette sister unconscious and being carried toward a tall spiraling building on one side of the town. Him was standing on the top step, grinning down at them.

"The Powerpuff Girls... defeated at my feet." His flutelike drawl was like a foghorn to Blossom's aching head. "Oh it gives me the shivers. Such delights I never imagined so soon. I'm glad you girls tried to stop me... this is such a welcome housewarming gift." He gestured to the skeletal duplicates. "Take them up to Professor Finklestein's lab, and have him dispose of them."

Blossom tried to stay awake and look for a way out, but her injuries finally overwhelmed her, and she fell unconscious.

***

Jack Skellington approached the gate to Halloween Town at a steady walk. The gate was torn down, and piles of bones littered the ground as far as the eye could see. Somehow the Powerpuff Girls must have found a way to come here without Jack's assistance. From the look of things however, it didn't look like they'd won, or everything on earth would have returned to normal.

He crept up to the gate and slid inside, looking around. He didn't see anybody around. It was deathly quiet. Even the bats dared not make a sound. He looked up in surprise when he heard a dark laugh echoing from the top of Professor Finklestein's tower. Silhouetted in the window light was the Nightmare King, celebrating his victory. He didn't expect Jack to return. That was his advantage.

He crept up to the doors and pushed them open slightly, squeezing through the small crack before pushing them closed again. He whirled when he heard something rattling its way down the ramp. He lunged into the shadows underneath the ramp as a skeletal version of one of the Powerpuff Girls floated past him on its way outside.

Jack stuck his head out and crept up to the ramp that led to the upper levels of the building. He stopped at the top level, which had once been Sally's bedroom, but was now occupied by Lucy the Nightmare King. He stood up straight and marched forward, flinging the door open.

Lock, Shock, and Barrel screamed instantly when they saw him. "IT'S JACK!" They scampered to the bed and darted under it, whimpering. The Nightmare King stood up straight with his back to Jack.

"Jack Skellington..." His voice was its old flutelike whistle as he turned around slowly, putting one claw on one hip. "I didn't expect to see you back here. Pardon the phrase... but I didn't think you had the guts." He chuckled.

"Return control of Halloween Town to me." Jack demanded. "And give me Sally's body."

"I see no reason to do either of those things. You're a mighty king when your subjects are willing, but you don't have the POWER to force control." His voice grew darker with each word he spoke. "You are weak Jack, you always have been."

Without warning Jack leapt forward. Lucy snapped at his throat, but Jack nimbly dodged and brought one foot up to smack Him in the face with it. The Nightmare King attacked again, but Jack leapt over him, landing beside the window and stumbling slightly, thrown off balance by the extra weight in his ribcage. Lucy capitalized on this, gripped Jack by his throat and pushing him half out of the window.

Jack grabbed the windowsill to hold himself up, but Lucy's grip was tightening around his throat. "If I'd known you were THIS weak, Jack, I wouldn't have bothered having those three little cowards try to scare you away." Lucy grinned and squeezed his throat even tighter.

"You may have Halloween Town's influence for the moment..." Jack growled, clutching at Lucy's claw and grinning devilishly. "But I am still the Pumpkin King!" He thrust his free hand upward. Instantly what had once been hundreds of piles of bones below flew up in their previous shapes. Lucy's eyes went wide when he saw hundreds of skeletal versions of his greatest enemies now looking at HIM as the enemy.

"You... but they're made to serve me!" He complained.

"They serve the King of Halloween Town first and foremost..." Jack grinned darkly. "And that's me. GO!" The skeletal Powerpuff flung themselves forward, tearing through the window and tearing the entire upper half of the tower apart with the fury of their combined assault.

***

Bubbles was startled awake by a massive crash from high above her, followed by a rumble that felt like an earthquake. When her shock wore off, she realized she was chained to a table in what looked like a laboratory. Her sisters were beside her, still unconscious for the moment. A strange looking man in a wheelchair was parked beside the table, looking through a small pile of instruments.

"Who... are you?" Bubbles asked weakly. The man looked at her, then smirked.

"So it wakes." He chuckles and picked up a drill-like instrument. "You are a strange creature. I can't help but wonder what makes you tick." He turned on the drill to illustrate his point.

"P... please let us go." Bubbles struggled against her chains, but she was too weak from the battle to break them. The scientist chuckled again and rolled up beside her, holding the drill over her.

"Don't worry, it'll only hurt for a moment." He started to lower the drill, but suddenly he jerked back. "Ow! What...?" He rolled up his sleeve and looked down at his arm. "It felt like something bit me... oh well. It was probably unimportant." He turned back to Bubbles and raised the drill.

Bubbles watched wide-eyed as he lowered the drill toward her. Her gaze swayed back and forth as the drilled moved up and down her body, as if looking for a place to cut into her. She gulped as it moved up to her head, and came down quickly. She shrieked and closed her eyes, but only felt it plunge into the table above her.

"Huh?" She looked up in surprise, to find that the scientist had fallen unconscious. "How did..." She gasped again when a spider leapt onto her stomach, waving its two front legs at her. [It's you!] She exclaimed in spider-language. [I'm so glad to see you!]

[You're my meal ticket, can't let you go without a fight.] The spider replied as it moved down to her chains. [Any other humans living in that house would kill me on the spot, and I rather like that place.] It stuck one hairy foreleg into the lock, and it soon fell open. It repeated this process with the rest of the Bubbles' shackles.

[Please, free my sisters too.] Bubbles said as she moved to try to wake them up. They had to act fast now...

***

Jack Skellington rose from the rubble, rubbing his head and stumbling. He looked around, surveying the damage. The rubble from the tower was littered over more than half of Halloween Town, and the bones of the skeletal Powerpuffs were spread even farther. There would be no bringing them to life again. He started to smile when he saw Lucy push himself up from the rubble as well.

The Nightmare King jerked his head to the side with a sick sounding pop. His eyes glinted angrily. "You insignificant little fool. I CREATED this place. I am the LORD of this place. I am the King of Nightmares!" He screamed in his dark, evil voice as he stomped forward.

"Come on then, Lucy." Jack grinned, knowing that Lucy hated to be called by his real name. "Let's see if you can succeed where you failed so many years ago. Because whatever happens, good will win." Jack lowered himself into a fighting position as his opponent approached, clicking his claws together in anticipation.

Lucy flung himself forward, swiping at Jack's head. The skeleton dodged to the side and slapped him across the face, cart wheeling away before he could even think to retaliate. Jack grinned and jumped back to avoid another blow, slapping him in the face again while staying out of his reach thanks to his long arms. Jack leapt up and over him in a dazzling acrobatic move that ended with him slamming both feet into the Nightmare King's head.

He flipped forward and landed on his feet, grinning at his opponent. His grin faded however when he noticed that Sally's head had slipped from its perch and lay on the rubble right in front of Lucy. The Nightmare King noticed, and with a grin grabbed it in one claw.

"Ow... Jack..." Sally clenched her eyes in pain.

"Let her go!" Jack howled.

"Leave, forever." The Nightmare King squeezed Sally's head between his claw, drawing out a scream of pain and a stream of tears. "And I might use her for a doorstop, now that her body is gone."

"You..." Jack was trembling with barely suppressed rage. His eyes went wide when he saw a golden glow lightning up the horizon behind his enemy. Lucy turned slightly as well. When he saw the sunlight peeking over the mountain in the distance he turned back to Jack with a broad grin.

"It's too late anyway, I've won. As soon as the sun touches Halloween Town, my power over it and all of its denizens will be absolute once again." Lucy let out a dark laugh, clutching Sally's head in his claw tight enough to begin tearing open the seams in her face.

Jack started to step forward, but suddenly the ground began to rumble underneath them. They both struggled to keep their footing on the already unstable rubble. "What's going o-" Lucy didn't even finish before three flashes of light burst through the ground, slamming into him and sending him flying backward. Sally's head however went flying toward some of the sharp rubble.

"Sally!" Jack lurched forward, though he knew he couldn't reach her in time. The blue streak of light swooped down to catch her just before she hit the sharp pieces of concrete. The Powerpuff Girl landed in a huff, with Sally's head clutched under her arm like a football. The other two Powerpuff Girls were standing and glaring at the Nightmare King, both huffing and puffing thanks to their injuries.

"You're not getting away with this..." Blossom growled and stepped forward. The Nightmare King wiped a bit of blood from his mouth and pushed himself to his feet, staring down at his attackers. "We will bring you down."

"Dear Blossom, you know you can't defeat me in a real fight." Lucy asked, clicking his claws together. 

"Shut up!" Buttercup screamed. She and her sister flung themselves at the Nightmare King, throwing a flurry of punches fast enough to take out a series of rain droplets. The Nightmare King deflected each blow with a swing of his claws. He let out a barking laugh as he swept his arm up, knocking them both to the rubble hard.

"In your wounded state Powerpuff Girls, you can't hope to win." He growled with a dark chuckle. He walked up to them and planted his foot on Blossom's chest, digging his heel into her roughly. She gasped in pain and squeezed her eyes shut, trying to push him off of her.

"Blossom!" Bubbles stood up worriedly, still clutching Sally's head in her small arms.

"Leave them out of this Lucy!" Jack shouted. "This is between you and me!"

"Don't call me that!" The Nightmare King shouted angrily. Bubbles blinked, then chuckled.

"Your name's Lucy?" Bubbles asked humorously. She broke into uproarious laughter a moment later. Sally looked at her like she'd gone insane, but Bubbles didn't notice. Lucy's face grew even redder than usual, his claws shaking with unbridled rage. With a howl he flung himself at her, his claws glowing bright red.

Jack leapt forward and grabbed his claw just before he could reach the Powerpuff Girl. "Leave them alone!" He whirled and brought his leg up, kicking the demon in the face and sending him stumbling back. By now the sun had released its golden glow across the sky. It wouldn't be long before it shone down on Halloween Town itself.

Jack pressed the attack, planting punches and kicks where he could despite the Nightmare King's best efforts to block. Finally he gripped the demon by his collar and dragged him close. "And stay out of my town!" He whirled and flung him toward the cemetery gate like a baseball. He slammed into one of the headstones outside the town just as the sun appeared in full view, blanketing Halloween Town in its warmth.

The crimson walls and ground began to shimmer lightly, a shimmer that spread to Jack himself. Blossom and Buttercup got to their feet while Bubbles (who was still holding Sally) joined them. They watched in awe as the entire town transformed from the crimson castle back into the Halloween Town that Jack had ruled before. Dark colors and magnificent shapes took the place of blood red colors and sharp edges.

The shimmer faded, leaving them all standing in the middle of the town with the sun beating down on them. None of them said anything for a long while, they were all simply glad for it to finally be over.

***

As the sun rose, Robin Schneider rubbed her eyes and yawned, sitting up from her position curled up on the Pokey Oaks Kindergarten floor. Mike, Mitch, and Elmer were crowded around her, still asleep along with the rest of the class. Miss Keane had said she would stay up all night to keep watch, but she'd fallen asleep behind her desk.

She stood up and approached the window, shielding her eyes from the golden sunlight that lit up Townsville. When her eyes adjusted to the light she saw various people wandering around, but now none of them were carrying weapons. They looked dazed and confused to be wandering around the streets, often in their pajamas, without knowing how they got there.

"I knew they could do it." Robin smiled brightly. She whirled around and yelled. "Hey, everyone wake up, it's over!" Half the class groaned and complained, while the other half didn't even stir. "Come on get up!" She ran around the room, waking up as many people as she could. "It's over it's over!"

She ran to the door and flung it open once the class was awake. She laughed and danced in the light outside. The golden sunlight reflected off of her glittering fairy dress, making her look like a beacon in the middle of the street. People started to come toward her, confused and looking for an explanation, one that Miss Keane would have to provide but wouldn't be able to. Oh well... at least it was over.

***

Soon the denizens of Halloween Town were working diligently to rebuild everything that had been destroyed in the fight and by falling rubble. The Powerpuff Girls had wanted to help, but they were still too injured, so Professor Utonium had them lying on cots in the center of town. Professor Finklestein had emerged several hours after the end, pretending that nothing had ever happened. Lock, Shock, and Barrel turned up as well, bringing with them Sally's body.

"We were just playing along with that maroon." Shock insisted. "So that we could save Sally's body for you. See? Here it is." So Doctor Finklestein managed to reattach her head to her body, and she was so happy she did a dance right there on top of the rubble of the place where she'd been created.

Jack Skellington and Professor Utonium stood side-by-side later on in the day, watching the sun as it began its descent. "Do you think Him will be back next year?" Professor Utonium asked.

"I don't know." Jack replied thoughtfully. "I hope not, but I'll be sure to look out for him all the same."

They both turned around when they heard three little girls sighing on their approach. "What's wrong girls?" Professor Utonium asked.

"Oh... we know we should be happy we saved the day and all..." Blossom said. "But... well..."

"This Halloween stank!" Buttercup shouted. "We didn't get to trick-or-treat or anything! And our costumes are ruined!"

"Yeah! And that's MY dress she's wearing too!" Bubbles added. "And this was supposed to be our first Halloween..." A small spider crawled up on her shoulder and clicked its mandibles together. "Steve says he didn't like it either. Too stressful."

"Well I'm sorry girls but these things happen. Things don't always go the way we want them to. We'll have to try again next year." Professor Utonium replied.

"Now, hold on a moment Professor." Jack approached them and kneeled down in front of them. "They're right. After all they've done for us they deserve to have a real Halloween." He put his arms around the three girls. "How would you girls like to help us out tonight? Since we couldn't celebrate last night, we'd might as well have our own private one tonight."

"Really!?" The girls exclaimed. Instantly they all whirled on their professor. "Pleeeaaaase Professor?"

"It's fine by me." The Professor replied.

"YAY!" The girls screamed excitedly. "Can our friends come too?"

"I don't see why not, but only a few." Jack replied.

"Why don't you come with me girls, and we'll set up our plans for tonight?" Sally said from the side. The Powerpuff Girls turned to bounce along after her as she led them back to the center of town. The Professor sighed and looked over at Jack.

"Does this mean Santa Clause is real too?" The Professor asked.

"Of course." Jack replied as he patted his new friend on the back and led him toward his house for a snack, talking as they walked. "But did you know Santa Clause doesn't actually HAVE claws?"

**Author's Note:**

> Written back in October 2003, this isn't my biggest or most inspired fic, and certainly not the best written, but for what it is and how long ago it was, I still dig it. I don't remember what it was that made me think of writing it in the first place, most likely my love of HIM and realizing that he actually would fit pretty well in the Nightmare Before Christmas universe, if he were created in that style.
> 
> In any event, I hope you enjoyed this look into the past, even if it would've been better released around Halloween. Still, I believed this one was worth archiving here.
> 
> And yes, I think I misspelled Robin's last name in the story. That too will be preserved for the rest of time, because I didn't know how to do my research.


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